Payment Terms, Schedule and Criteria
This award issued under the CrossFirst Bankshares,
Inc. Annual Incentive Plan (as amended
and restated February 26,2020) (as amended,
modified,
supplemented or restated, the “Plan”) is
subject to the following terms and conditions.
Payment based on attainment of each
performance metric will be calculated annually
based on approved full-year targets for the performance
period from January 1 through December
31 of the year noted on page one of this
award (the “Incentive Period”). If
you are in an eligible role under
the Plan for less than a full calendar
year, your Target AIP Opportunity will be pro rated for that year. Corrections to prior period
payments may be
made and applied to current period payments
earned to ensure accurate incentive
payments
.
Payment of earned AIP incentive payout
will be made not more than sixty (60)
days after the end of the applicable performance
period,
subject to satisfaction of the eligibility criteria
below
.
Eligibility Criteria.
You must be in good standing on the date that your incentive payment
is paid to receive an AIP incentive payment
for the
performance period
Termination of Eligibility
. Your eligibility under the Plan will be terminated immediately
in the event of termination of employment
with CrossFirst
Bankshares, Inc. or any of its subsidiaries
("CrossFirst"), for any reason (voluntarily
or involuntarily), or transfer to a non-AIP
eligible role.
Payments are earned only for the completed
Incentive Period (i.e., if employment
with CrossFirst is terminated or if participation
in the Plan is
otherwise terminated at any time before
the completion of an Incentive Period, no
incentive is considered earned or will
be paid for that period). You
will earn and be entitled to payment for the
incentive only if you are employed in
your AIP-eligible role on the last day of
the applicable incentive
period
Discretionary Adjustments.
At the discretion of the Compensation Committee or management, your AIP payout for
the Incentive Period may be
decreased or increased based on consideration of your individual
performance or other factors deemed relevant.
Additionally, the Compensation
Committee or management may partially
or fully reduce your AIP payout if you are
not in good standing on the incentive
payment date
.
Tax Withholding.
All payments under this AIP award will
be subject to applicable federal, state, and
local payroll and withholding taxes, for which
CrossFirst will collect and withhold
.
No Employment Right.
Nothing in this award shall interfere with or
limit in any way the right of CrossFirst
to terminate your employment at any
time, with or without cause
.
Incentive Payment Recovery; Clawback.
This award, and any right to receive and retain
any incentive payout hereunder, is subject to rescission,
forfeiture, cancellation or recoupment, in
whole or in part, if and to the extent so
provided under the Plan or the CrossFirst
Bankshares, Inc.
Clawback Policy
,
as in effect from time to time, or any other
applicable clawback, adjustment or
similar policy in effect on or established after
the
date of this award (the "Clawback Policy").
By accepting this award of AIP, you agree that you are obligated
to provide all assistance necessary to
CrossFirst to recover or recoup any of
the incentive payout under this award
which is subject to recovery or recoupment
pursuant to the Clawback
Policy. Such assistance shall include completing any documentation
necessary to recover or recoup any portion
of the incentive payout received
pursuant to this AIP award from any accounts
you maintain.
CrossFirst may deduct the amounts owed
from any pending or future compensation
or
expense reimbursements owed to you by
CrossFirst. To the extent such amounts are not setoff, you will remain
liable for any remaining balance
.
Modifications to this Award.
The Plan Administrator (as defined in the Plan)
reserves the right, in its sole discretion,
to interpret and modify this
award agreement: (a) during the performance
period to coincide with changing corporate
objectives, and (b) during or after the
performance period
to: (i) avoid windfall payments unintentionally
derived from the plan design that may result
from the highly variable nature of many loans,
deposits
or market conditions and/or (ii) adjust
payments or terminate this AIP award when
your performance has been documented by
management to be
unacceptable. Such modifications will occur
only under the authority of the Plan Administrator(s),
in its sole discretion. Any component of
this
award may be adjusted to ensure that you
receive adequate, yet reasonable, compensation.
Page 2 of 2